1. real estate

CEO SHAREHOLDER LETTER
OUR
VISION
TO THE SHAREHOLDERS OF
THE HOWARD HUGHES CORPORATION
FROM THE CHIEF EXECUTIVE OFFICER
MARCH 13, 2014 — During his lifetime,
Howard Hughes built a legacy that places
him among the greatest entrepreneurs
of the 20th Century. We are inspired
by his namesake and driven by our own
sharply focused ambitions. In last year’s
letter, I compared the development of
our company to the process of making
a film. In 2012, we wrote the script,
scouted locations and cast the talent. In
2013, the cameras began rolling and I
am pleased to report from the field that
our core developments are off to a strong
start. We made substantial progress in
creating value at our most important
assets, increased the depth of our worldclass development team, delivered strong
financial results and generated liquidity
that further solidified our balance sheet.
The Howard Hughes Corporation had an
exceptional year.
We have the preeminent master planned
community business in the country,
and under the skilled stewardship of
our MPC leaders, this thriving business
was primarily responsible for another
year of exemplary financial results.
Our consolidated revenues totaled
$475 million, of which MPC land sales
were up 36% to $246 million, and
operating income and income from
non-consolidated affiliates totaled $118
million compared to $76 million in 2012.
Notwithstanding the fact that many
of our most valuable assets are under
construction and do not contribute to our
bottom line, cash flow from operations
was $129 million in 2013. We invested
$376 million in pre-development and
development to advance our projects
to the point at which they will begin to
generate recurring cash flow and their
intrinsic value can begin to be recognized.
We took advantage of low interest rates
by raising $750 million of cash through
the issuance of covenant-lite bonds which
will allow us the flexibility to stay the
course in developing assets that will have
significant long-term value, regardless of
short-term economic or capital markets
disruptions during the development
cycle. At the end of 2013, we had $895
million of unrestricted cash on hand, and
just 28% net debt against the book value
of our equity capital base, a value which
we believe significantly understates our
Company’s intrinsic value.
We remain focused on a handful of core
assets in which the majority of our value
creation potential resides: The South
Street Seaport in Lower Manhattan;
the master planned communities in
Columbia, Maryland, Houston, Texas,
and Las Vegas, Nevada; the Shops at
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Summerlin in Las Vegas; and Ward
Village, an urban master planned
community in Honolulu, Hawai'i. We
are also redeveloping several assets that
showcase how imaginative thinking can
create value. The Outlet Collection at
Riverwalk in New Orleans, Louisiana,
represents such an example.
We attribute our success in our ongoing
progress in unlocking the value of our
assets to the dedication and tireless
efforts of our exceptionally talented
employees, and the ongoing support,
guidance and commitment of our board of
directors. This year we continued to add
talented professionals to our team who
share our passion for excellence, have
accomplished track records and have
made immediate contributions. Together
with the board, the senior management
team and our 1000+ employees aspire
to continue to grow the per-share value
of The Howard Hughes Corporation at a
high rate over the long term.
CEO SHAREHOLDER LETTER
CONSTRUCTION
An aerial view of The Shops at Summerlin under construction.
An aerial view of construction at Hughes Landing.
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CEO SHAREHOLDER LETTER
Last year I mentioned that 2013 would
be a pivotal year for the company as we
transition from planning to building.
We did just that by initiating construction
from Wall Street to Waikiki:
THE WOODLANDS
• We completed construction of
3 Waterway Square and One
Hughes Landing. Together these
office buildings are approximately
430,000 square feet in size
and are 98% occupied.
• Two Hughes Landing, a 197,000 square
foot office building, quickly followed
on the heels of the two office buildings
listed above, is almost complete.
• We began construction of two office
buildings totaling 647,000 square feet
of which 478,000 square feet have been
leased to Exxon Mobil Corporation.
• We commenced construction of
our Hughes Landing Retail project,
which consists of approximately
122,000 square feet of retail,
anchored by a Whole Foods Market.
• In the Village of Creekside Park,
we are now under construction on
a 75,000 square foot retail center
that will be complete in late 2014.
• We began construction of One Lake’s
Edge, a 390-unit multifamily project
• We began the redevelopment of The
Woodlands Resort and Conference
Center, which will be completed
by the third quarter of 2014.
• We are approaching completion
of Millennium Phase II, 314
apartment units which we are
building in a joint venture with
The Dinerstein Companies.
HAWAI'I
• In Hawai'i, we completed the
construction of The Ward Village
Residential Sales Gallery and the
Master Plan Information Center
in the iconic IBM Building.
• We completed Phase Two of Ward
Village Shops, a 57,000 square foot
retail building now occupied by
Nordstrom Rack and Pier One.
• We began construction of One Ala
Moana, a 206-unit condominium
tower that is 100% sold out and slated
for completion at the end of 2014.
COLUMBIA
• We are continuing the construction
of The Metropolitan, a 380-unit
multifamily development in Columbia,
Maryland. The Metropolitan is being
built in partnership with KettlerOrchard and is expected to begin
pre-leasing in the second half of 2014.
• In the fourth quarter of last year we
entered into a joint venture with
Kettler-Orchard to construct Phase
II, a 437-unit apartment building on
land currently known as Parcel C.
• We continued the redevelopment
and conversion of the old Rouse
headquarters into a Whole
Foods anchored center.
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LAS VEGAS, NEW ORLEANS
AND NEW YORK CITY
• In Summerlin, we are continuing
to develop and lease The Shops at
Summerlin, a 1.6 million square
foot retail downtown for the master
planned community which we expect
to be open for the holiday season.
• In New Orleans, we began construction
of the Outlet Collection at Riverwalk.
The property is 95% preleased. This
will be the first outlet center in the
country located in an urban location
expected to open in May 2014.
• In New York, we commenced
construction of the redevelopment
of Pier 17 and the historic (Uplands)
district, just west of the FDR Drive.
In the aggregate, the above
developments represent 1.3
million square feet of office,
2.5 million square feet of
retail, 1,725 multifamily units
and a 406-room renovated
hotel with total project costs,
excluding the South Street
Seaport and the One Ala Moana
condominium development,
of $1.3 billion. We expect to
generate a stabilized yield
of approximately 10% from
these developments. We have
excluded the South Street
Seaport because we expect to
generate a significantly higher
yield on cost than 10% but do
not have clear visibility yet.
CEO SHAREHOLDER LETTER
MASTER PLANNED COMMUNITIES
The Howard Hughes Corporation has the best MPCs in some of the strongest markets in
the country. Our seasoned management team took advantage of the continued demand for
our land and obtained significant price and volume increases over 2012 thereby delivering
outstanding results. This trend is continuing into 2014.
THE WOODLANDS
George Mitchell was an icon of the energy
industry and the visionary founder of The
Woodlands. In the 1960s, he saw the need
for a thoughtfully planned community
where families and businesses could live
in harmony with nature. He used the
wealth he amassed in the energy industry
to acquire 28,000 acres of raw land north
of Houston. In his obituary, his children
wrote “He led his life with a winning
combination of confidence, risk, intellect,
imagination, persistence, integrity and
loyalty. He touched the lives of countless
people and left the world a better place.”
Mr. Mitchell’s passion and legacy survive
as part of the culture of our team, led by
Paul Layne – Executive Vice President
Master Planned Communities, and Alex
Sutton and Tim Welbes – Co-Presidents
of The Woodlands.
The following napkin sketch from 1972
depicts the original town center concept
for The Woodlands. The creator of this
drawing, Robert Heineman, is still a
valued executive with HHC today. In
this drawing, the red and orange areas
between I-45 on the right and the blue
residential plan on the left represent
the acreage reserved for commercial
development. Commercial buildings
were not developed on this site until the
2000s, after a critical mass of residential
homes had been built to generate demand
for commercial product. Today, the most
valuable opportunities still remain in
Town Center. George Mitchell possessed
the vision, foresight and courage to
preserve the most valuable land for
development until it really mattered. We
continue to be a tremendous beneficiary
of Mr. Mitchell’s vision.
Demand for residential and commercial
property in The Woodlands continues to
grow at a tremendous pace, benefitting
not only from a regional economic
The Woodlands Waterway.
tailwind but also from our team’s ability
to identify and execute at the highest
level on new commercial and residential
opportunities.
In 2011, we acquired the remaining 47.5%
equity interest in The Woodlands that we
did not already own for $117.5 million,
implying a $247 million equity value
for the entire asset. With the ongoing
commercial development and with results
from recent land sales, we believe that the
equity value of The Woodlands today is far
in excess of that valuation. The following
table illustrates the different elements of
potential value at The Woodlands. Please
note that this table does not adjust for the
time value of money nor any potential
increase in future value of The Woodlands
assets and includes several assumptions
regarding cap rates, net operating income,
development costs and sales prices, which
may or may not be accurate. Despite
these caveats, we believe this back of
the envelope analysis provides a good
illustration of the potential magnitude of
the value appreciation in this property
since our 2011 acquisition.
The vision for The Woodlands Town Center sketched on a napkin.
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CEO SHAREHOLDER LETTER
THE WOODLANDS VALUE ESTIMATES
Asset
Amount
Valuation Metric
Year Stabilized
Estimated Value ($MM)
Land
2,064 Lots
Residential Land (1)
Commercial Acres
$
791 Acres
(2)
316
417
Total Land
$
732
Stabilized Assets
5.8 Projected Annual NOI
2014
$
83
3 Waterway Square
$
6.3 Projected Annual NOI
2014
90
9303 New Trails
1.8 Projected Annual NOI
2014
26
1400 Woodloch
1.5 Projected Annual NOI
2014
21
20/25 Waterway
1.5 Projected Annual NOI
2014
21
One Hughes Landing
5.5 Projected Annual NOI
2015
79
4.6 Projected Annual NOI
2014
66
2016
229
4 Waterway Square
Millennium Waterway Apartments
Woodlands Resort & Conference Center
16.0 Projected Stabilized NOI
(3)
0.4 Projected Annual NOI
Other Assets
$
Total Stabilized Assets (4)
2014
43.4
6
$
620
Under Construction
$
5.5 Projected Stabilized NOI
2015
$
79
Hughes Landing Retail
3.5 Projected Stabilized NOI
2016
50
One Lake’s Edge Multifamily
7.8 Projected Stabilized NOI
2016
111
Creekside Park Village Center
1.9 Projected Stabilized NOI
2015
27
Millennium Six Pines Multifamily
4.4 Projected Stabilized NOI
2015
63
14.4 Projected Stabilized NOI
2016
262
$
592
Two Hughes Landing
ExxonMobil Build-to-Suit
Total Under Construction
(5)
$
37.5
Additional Planned Development
Commercial Development (6)
7.0 Square Feet (MM)
1,050
Total Additional Planned Development
7.0
$
1,050
$
2,994
Less: Cost to Complete (7)
$
(428)
Less: Existing Debt
(407)
$
2,159
Gross Asset Value
(8)
Estimated Undiscounted Value (9)
1. 2013 average price per lot less remaining net development costs.
2. Assumes $12.09 per square-foot. Excludes land in the Town Center.
3. Represents projected stabilized NOI upon completion of the redevelopment. 2013 actual NOI was $10.2 million.
4. Assumes a 7.0% cap rate on Projected Annual NOI.
5. Assumes a 7.0% cap rate on Projected Stabilized NOI excluding ExxonMobil, which assumes a 5.5% cap rate.
6. Future development valued $150 per square-foot net of development costs.
7. Estimated cost to complete projects under construction as of December 31, 2013.
8. Debt as of December 31, 2013.
9. The value derived does not account for timing of future developments or completion of existing developments. Future development
projects assumed to be completed in this analysis may or may not actually be completed.
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CEO SHAREHOLDER LETTER
Hughes Landing is being developed into a vibrant,
walkable mixed-use environment.
THE WOODLANDS RESIDENTIAL AND
COMMERCIAL LAND
In my 2013 shareholder letter, I discussed
the results of a competitive bid process
for 375 residential lots in which pricing
came in 49% higher than sale prices for
comparable lots prior to the origination
of this process. We continue to obtain
competitive bids for residential lots
and now command an average price
per lot that is 98% higher than before
the program was implemented in the
second half of 2012. Based on the 2013
average lot price of $155,500 and the
uninflated future net cash cost to deliver
of approximately $2,600, we estimate
a profit of $152,900 on the remaining
2,064 lots. Assuming no further price
increases, this results in $316 million in
total proceeds from residential lots. If
we use the 2013 expected value of $12.09
per square foot for the 791 acres of our
remaining commercial land outside The
Woodlands Town Center district, we
can expect $417 million in proceeds for
a combined undiscounted land value of
$732 million.
THE WOODLANDS COMMERCIAL
OPERATING PROPERTIES
We continue to expand the platform
of stabilized operating assets in The
Woodlands. Our commercial properties
currently encompass over 1,000,000
square feet of office space, 50,000
square feet of retail space, 393 luxury
multifamily units, a 406-key resort and
conference center and a country club.
Once redevelopment of The Woodlands
Resort & Conference Center has been
completed and stabilized, we expect
the combined annual NOI from these
properties to be in excess of $43 million.
Applying a conservative 7.0% cap rate to
this portfolio of assets, results in a value
before debt of $620 million.
Whole Foods will bring fresh gourmet food options to Hughes Landing.
The Woodlands Resort & Conference
Center is currently under construction
undergoing a $75 million redevelopment.
We are adding 184 new rooms and expect
to demolish the older 218 rooms, which
were built in the 1970s. Our future plans
include replacing these at a later date
with luxury townhomes. Occupancy
prior to the start of construction was
approximately 57.6% comprised of 62.9%
during the week and 46.3% during the
weekend. With the addition of an 865-foot
“lazy river” we expect to attract families
on the weekend which will increase
average occupancy to 67% comprised
of 71% during the week and 58% on the
weekend. While the property continues
to perform well during construction, we
expect NOI to increase by over 50% to
$16 million once the redevelopment has
been completed and occupancy stabilizes.
THE WOODLANDS COMMERCIAL
PROPERTIES UNDER DEVELOPMENT
As the demand for commercial space
and new amenities continues to exceed
supply, we are advancing development
plans for several strategic assets located
within The Woodlands. Most notably,
in July 2012, we announced plans for
Hughes Landing, a 66-acre mixed use
development located on Lake Woodlands.
The development is ultimately planned
for 1.6 million square feet of office,
250,000 square feet of retail, restaurant
and entertainment space, up to 1,500
multifamily units and a 175-room hotel.
We recently announced 650,000 square
feet of office currently under construction
at Hughes Landing, of which 478,000
square feet were leased to the Exxon
Mobil Corporation. Once the commercial
properties under development are
completed and stabilized, we expect them
to generate approximately $37.5 million
in NOI and we estimate their value at
approximately $600 million.
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Due to strong demand for hotel rooms
at premium rates, we intend to develop a
300-room hotel located in Town Center.
Located adjacent to 4 Waterway Square
and across the street from 3 Waterway
Square, this hotel will serve as the newest
generation Four Diamond hotel in an
underserved market and will complement
The Woodlands Resort & Conference
Center. This $100+ million project is
expected to break ground in the first half
of 2014 and will welcome its first guests in
late 2015.
THE WOODLANDS COMMERCIAL PROPERTY
DEVELOPMENT OPPORTUNITY
The Woodlands commercial office
vacancy rate at less than 5% is one of
the lowest in the country. In light of this
demand, we continue to work to identify
future potential development sites in
The Woodlands. We have identified an
additional seven million square feet of
fut ure co mmercial developm ent
opportunities since we obtained 100%
ownership of The Woodlands. Using
current market values of $400 per square
foot and a cost to complete (excluding
land value) of $250 per square foot,
we estimate that we can achieve more
than $1 billion of value from these new
development opportunities. Strong
economic trends are expected to continue
to provide us with a unique opportunity
to accelerate growth, density, and
development. The time is now for The
Woodlands and we understand the unique
opportunity in front of us.
CEO SHAREHOLDER LETTER
A block of homes in a Bridgeland residential neighborhood.
A kayaker enjoys one of the many
waterways and lakes in Bridgeland.
BRIDGELAND
Bridgeland finished 2013 with 7,350 residents in 2,100 homes, and demand for finished
lots remains robust. While we sold 143 residential lots at an average price of $77,000
and 16.6 commercial acres generating $13.6 million in revenue, we were unable to fully
capitalize on demand due to an unforeseen delay in obtaining a development permit
from the US Army Corps of Engineers. By comparison, in 2012, we sold 389 lots and
generated revenue of $21.9 million. I am pleased to report that on February 27, 2014
we received the development permit. As a result, we should be able to deliver over 500
finished lots to builders within 180 days and develop an additional 806 acres of land in
Bridgeland, representing approximately 1,300 finished lots.
There are a few reasons why we are confident that sales momentum will return to
Bridgeland and lot sales will accelerate. First, Segment E of the Grand Parkway, which
bisects the future downtown of Bridgeland, is now open to vehicular traffic. The Grand
Parkway will reduce the commute time between Bridgeland and The Woodlands and
other areas of the Houston Metropolitan Statistical Area (MSA). Next, as Houston
continues to grow northwest, many of Bridgeland’s competitors are running out of lot
inventory. With approximately 18,000 remaining developable lots and a 2013 average
price per lot of $77,000, we are positioned to capitalize on Bridgeland’s potential
for growth. Finally, with an increasing number of residents, we continue to invest in
infrastructure so that we can stay ahead of expected growth. In 2013, we invested $29.2
million in the development of future residential sections and critical support items
such as waste water treatment plants, roads, sewers and community amenities.
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CEO SHAREHOLDER LETTER
SUMMERLIN
When I became CEO of The Howard
Hughes Corporation near the depth of
the housing recession in 2010, Summerlin
had just $11 million of revenues. At
its peak, Summerlin generated $260
million of annual revenues. Because of
this potential, we dubbed Summerlin the
Sleeping Giant, and in 2013, this Sleeping
Giant awoke. Summerlin generated $112
million of land sales in 2013 compared
with $32 million in 2012, and the average
price per superpad acre increased to
$323,000 from $226,000 in 2012. In
2013, Summerlin sold 157 finished lots,
nine superpads (totaling 257 acres) and
12 custom lots. At December 31, 2013,
Summerlin had ten active subdivisions
containing 290 lots, down from 13 at the
end of 2012. Summerlin’s new home sales
increased to 589 in 2013 from 471 in 2012.
Kevin Orrock, President of Summerlin,
and his team are energized by the
recovery of this market and growing
demand for land in Summerlin. Our
patience paid off and now our community
is once again blossoming as the premier
community where homebuilders want
to build. In 2013, median new home
sales prices in the Las Vegas Valley
increased approximately 37% over the
prior year. According to the Las Vegas
Review Journal, resale inventory at the
end of 2013 represented 2.8 months of
inventory, less than half the six month
supply of a normal market. Visitors to the
Las Vegas strip were 39.7 million, just shy
of the 2012 record. Construction activity
is also on the upswing, with almost $8
billion of investment proposed or under
construction in Las Vegas.
To give some context to the rebound
in values at Summerlin, in 2010 we
took an impairment charge against
the approximately 2,000 acres in
Summerlin South. The $203 million
fair value determined at that time for
accounting purposes was computed using
a discounted cash flow model containing
projected future sales prices and costs to
deliver parcels to homebuilders. In the
second half of 2013, we sold superpads
for an average of approximately $365,000
per acre. Our model from 2010 did not
assume we would reach this price until
2025, so from a pricing standpoint we
are 12 years ahead of our assumptions
in the 2010 valuation model. You may
remember from our Chairman’s letter in
2011, Bill Ackman stated “small changes
in assumptions on discount rates, lot
pricing and sales velocity, inflation etc.
can have an enormous impact on fair
value.” Calculating the positive impact
of pricing increases and sales velocity
would dramatically change the carrying
value of Summerlin, but under GAAP
accounting, we do not “write up” assets if
they increase in value, we only write them
down if we believe we cannot recover our
book value from the future cash flows we
expect to receive from the property.
In light of the recent rapid increase in
sales prices, one might ask whether we are
approaching peak pricing in Summerlin,
but we believe we are far from it. The
following chart shows historical annual
superpad sales and price per acre for
superpads. We are now at 2003/2004
pricing levels and one-third of the peak.
We also believe that the creation of
a downtown in Summerlin will have
a substantial positive impact on land
values. We believe the future is very bright
for Summerlin.
As the Las Vegas economy continues its
recovery, we expect Summerlin to further
differentiate itself as the top MPC in the
region. Summerlin, which is equipped
with the best amenities of any MPC in
the Las Vegas market, is adjacent to the
Red Rock Canyon National Conservation
Area and has neighborhoods connected by
a 150-mile trail network. The community
also boasts the best public and private
schools in the state. Eleven out of the 12
public schools in Summerlin received
one of two top scores according to the
Nevada Department of Education’s 2013
statewide assessment.
I believe that anything really worth
doing, whether in life or in business,
requires persistence and perseverance.
Staying the course means having the
necessary foresight, capital and, most
importantly, courage to stick to your plan.
The Shops at Summerlin in Downtown
Summerlin was an abandoned mall site
that our predecessor had invested over
$150 million in infrastructure before
suspending construction during the
financial crisis. It had an all-star line-up
of tenants and if previous management
had the capital and courage to stay the
course, despite how badly Las Vegas was
HISTORICAL SUPERPAD SALES
SALES
(THOUSANDS)
PRICE PER ACRE
(THOUSANDS)
$90,000
$1,200
$83,191
$81,266
$80,000
$1,059
$72,754
$1,000
$973
$70,000
$67,122
$65,176
$60,621
$60,000
$822
$54,936
$800
$720
$50,000
$600
$40,000
$37,635
$30,000
$323
$289
$20,000
$10,000
$400
$26,116
$24,372
$169
$160
$170
$203
$226
$12,505
$14,657
$7,042
$108
-$
-$
$-
-$
1998
$200
1999 2000
-$
-$ $0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
SUMMERLIN SUPERPAD SALES
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-$
$-
CEO SHAREHOLDER LETTER
hit by the downturn, it would be a fortress
mall today. I am excited about launching
the development of the downtown in
Summerlin because we are not building a
mall or a town center but instead a small
city just like we did at The Woodlands.
Part of a 400-acre site, this downtown
will initially be home to over 1.35MM
square feet of national retailers, a
200,000 SF Class A office building, and in
the coming years, thousands of residents
in apartments and condos in addition to
more office buildings to meet the demands
of companies wanting to enjoy this world
class community where their employees
can work, live, and play. A 200,000 square
foot Class-A office building, originally
begun by our predecessor, will be located
in the center of our city. The partially
completed structure that we inherited
provided us the opportunity to profitably
develop this building at an attractive
economic return. This building will be a
catalyst for additional office development
on our site as tenants throughout the Las
Vegas Valley are drawn to the amenities
offered by our downtown development.
A view of the Summerlin master planned community in Las Vegas, Nevada.
Dave Kautz – Senior Vice President of
Development, is responsible for building
the downtown Summerlin project.
Dave has over 30 years of development
experience in a diverse range of retail
projects. His talent, enthusiasm, tireless
energy and no nonsense approach are a
COLUMBIA
In Columbia, Maryland we began construction on the first two
important commercial developments in Downtown Columbia.
The 50/50 joint venture with Kettler-Orchard to develop a
380-unit Class A apartment building called The Metropolitan
began construction last year and is expected to be completed
on schedule by the end of 2014. Kettler-Orchard has been
a great partner on the project and we therefore decided to
do a 50/50 joint venture with Kettler on a new 437-unit
Class A apartment building adjacent to The Metropolitan.
We contributed approximately five acres of land with a book
value of $4.0 million at a valuation of $4.8 million per acre, or
$53,500 per unit which equates to $23.4 million in total value.
We expect construction on this second apartment building to
begin in 2014.
The renovation of the Frank Gehry-designed Columbia
Headquarters building began in 2013. Anchored by Whole
Foods and the Columbia Association, this 89,000 square foot
building, when complete, will re-energize the Downtown
Columbia lakefront area. We obtained a $23.0 million nonrecourse construction loan at LIBOR plus 2.00% to fund
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perfect fit for a project of this scale and
complexity. When you visit this site, you
will find it bustling with activity with
as many as 600 workers onsite daily.
We expect the opening of The Shops at
Summerlin to be a huge success.
nearly all of the $24.6 million renovation. The project is
expected to be completed by the end of 2014 and reach
stabilized annual net operating income of $2.1 million in the
second quarter of 2015.
John DeWolf, Senior Vice President Development, and his
team continue to develop a master plan for the 13 million
square feet of entitlements that we have surrounding the
Columbia Mall and in the adjacent 40-acre area called the
Crescent, which also contains the Merriweather Post Pavilion,
ranked the fourth best amphitheater in America by Rolling
Stone Magazine in 2013.
Columbia is the oldest MPC in our portfolio, and was
developed by Jim Rouse in the 1960s and early 1970s. Since
that time, very little development has occurred in Columbia
and most of its commercial buildings are dated. Rouse is
widely recognized as the father of the MPC business, and
since Columbia was developed, Howard County, which
comprises Columbia, has become the sixth-most affluent
county in the U.S. according to Forbes. Downtown Columbia
is poised for new development, and during 2014 we expect to
unveil our master plan for its redevelopment.
CEO SHAREHOLDER LETTER
STRATEGIC DEVELOPMENTS
WARD VILLAGE
It is critical that we have a strong sense of who we are,
both as a company and in our plans for specific markets
and developments. This allows us to be authentic to the
communities we serve. It is this drive for authenticity that has
guided our vision for Ward Village, our vertical master planned
community in urban Honolulu.
During 2013, we began the transformation of Ward Centers
into Ward Village, an urban master planned community that
will include approximately 4,000 residential units and over one
million square feet of retail and commercial space. Ward Village
will be a vibrant neighborhood complete with diverse retail
experiences and exceptional residences set among dynamic
public open spaces and pedestrian-friendly streets. We recently
completed the redevelopment of the onsite iconic IBM Building
into the world-class Ward Village residential sales gallery and
master plan information center, which showcases the urban
master planned community that we are creating.
In November, Ward Village was awarded LEED Neighborhood
Development Platinum certification. Ward Village is the
only LEED-ND Platinum certified project in Hawai'i and the
largest LEED-ND Platinum certified project in the U.S. This
designation confirms our commitment to sustainability of the
projects that we develop.
Consistent with our goal of creating a thriving community
at Ward Village, we established the non-profit Ward Village
Foundation with an initial $1 million commitment to support
the local community over the next two years, and committed
the first $100,000 grant to Kupu, a local non-profit that provides
experiential education and life skills development opportunities
to help youth and young adults succeed in life and create lifelong
community servants. These investments in sustainability and
community are long-term investments. We believe that over
time this approach will contribute to our goal of making Ward
Village the most desirable place to live in Honolulu.
Earlier this year, we began pre-sales of the first two residential
towers at Ward Village called Waiea, meaning “water of life” in
Hawaiian and Anaha, meaning “reflection of light”. Waiea will
contain 171 residential units and Anaha will contain 311 units.
The strong demand for units at ONE Ala Moana and the demand
we are experiencing for Waiea and Anaha are consistent with
numerous data sources indicating strong housing demand
fundamentals in Hawai'i. A study published in February 2014
by The Economic Research Organization at the University of
Hawai'i predicts a 35% increase in median condominium pricing
by 2018 due to a lack of supply and hurdles to new development.
In addition to strong local demand fundamentals, Hawai'i
has strong international appeal to second home buyers. In
addition to demand from the mainland U.S. and Japan, visits by
Chinese and Korean tourists, which had been small in the past,
are increasing substantially. Visits from Korean and Chinese
tourists have increased on an annual compounded basis by over
20% since 2007. While still less than 5% of total annual visitors
to Hawai'i, many believe that these numbers could become
much larger with the establishment of additional non-stop
service between Mainland China and Hawai'i. In January 2014,
Air China began the first non-stop service between Beijing and
Honolulu, and Hawaiian Airlines has announced it will begin
non-stop service in April. An influx of tourists from areas of the
world, such as China and Korea, that had not traditionally been
visitors to Hawai'i in the past, will further increase demand for
residential housing.
The ground floor at one of the two luxury towers in the first phase of Ward Village.
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CEO SHAREHOLDER LETTER
SOUTH STREET SEAPORT
The South Street Seaport in Lower
Manhattan is one of our most valuable
and recognizable assets. The Seaport is an
important catalyst for the revitalization
of Downtown Manhattan as it continues
to recover from Superstorm Sandy. Our
vision is to transform the Seaport area
into the most vibrant community in
Lower Manhattan that will become a
premier destination for local New Yorkers
and tourists for entertainment, culture,
shopping, dining and living.
A view of the FDR entering the Tin
Building that will be redeveloped as
part of our Seaport master plan.
Pier 17.
Lower Manhattan was severely impacted
by Superstorm Sandy in October 2012.
Many local businesses struggled to
re-open or closed permanently, and the
area is still recovering to this day. As a
result of the storm, last year we created
innovative programming called SEE/
CHANGE to re-energize and re-activate
the Seaport community and create a
gathering place for the community that
did not exist in the aftermath of the
storm. The program includes bringing an
array of new retail, culinary and cultural
events to the Seaport each season to
attract local New Yorkers and tourists,
and an intensive social media campaign
to advertise the events.
SEE/CHANGE launched Memorial Day
weekend with over 30 small businesses
opening in containers and pop-up
retail spaces for the summer. Between
Memorial Day and Labor Day we had
approximately 20,000 people attend 30
Thousands gather for a free movie screening at South Street Seaport Front Row Cinema program.
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outdoor movie nights and Smorgasbar,
a collection of pop-up restaurants that
generated over $2,000 per square foot in
sales. SEE/CHANGE is just the beginning
of the transformation of this area into the
South Street Seaport District. We donated
100% of SEE/CHANGE revenues to the
old Seaport Alliance to help businesses
that were hard hit by Sandy and continue
to be impacted by the storm. As described
in Travel and Leisure, “The words South
Street Seaport and hip have never been
strung together by a New Yorker … That’s
changing: the cool factor is rising.” This is
just the beginning as we have made SEE/
CHANGE a part of each season of the
year and launched our winter campaign
that included an ice-rink and an inflatable
cube that can hold several hundred
people with live music performances,
food, and drinks.
Our initial project includes the redevelopment of Pier 17 and renovation of
the historic area west of the FDR Drive.
During 2013, we obtained all necessary
entitlements needed to begin the project
and in September, we began construction on the complete transformation of
Pier 17. The redevelopment plan balances
the pier’s iconic waterfront location with
its unique ability to provide a much-needed community anchor for the rapidly
growing residential population in Lower
Manhattan—a population that has nearly
tripled in the past 15 years.
CEO SHAREHOLDER LETTER
12,000 skaters visited the outdoor ice rink at the Seaport.
The redeveloped pier will be highlighted
by a 1.5-acre rooftop that will include a
world-class restaurant, two outdoor bars,
and an amphitheater that will hold up
to 4,000 people for concerts and special
events becoming the premier boutique
entertainment venue in the world. Larger
open spaces on the pier level along with
the new rooftop venue will showcase
breathtaking views of the city skyline.
The structure will contain approximately
182,000 square feet of leasable space, not
including the rooftop.
The South Street Seaport District will
have a character unique from the rest
of Manhattan. Its location and views of
the Brooklyn Bridge, the East River and
New York Harbor, and its storied history
as the birthplace of New York’s maritime
history, will make the customer
experience unique. We are curating a
tenant mix that will complement these
unique attributes to further differentiate
the South Street Seaport District and
create a destination unlike any other in
the city. One of our new anchor tenants
is a great illustration of this strategy. In
late 2013, we announced that we will be
bringing world-class cinema operator
iPic to the Seaport in what will be the
first of many tenant announcements.
Along with the redevelopment of Pier
17, the theater will be part of a dynamic
lineup of retail, dining, entertainment
and culture at the Seaport that will
transform this district into the most
desired place to be in Manhattan.
Containing eight-screens and 505 seats,
iPic’s guests will enjoy reserved luxury
seating, in-theater dining and a level of
comfort and service offered nowhere
else in Manhattan. The iPic theater will
be located in the historic Seaport.
We estimate our initial project will cost
approximately $425 million to complete,
which includes the costs of fully replacing
the concrete Pier 17 structure. We have
chosen initially to fund the project from
unrestricted cash on an unleveraged
basis. We believe that initially developing
this project without construction debt
provides the most flexibility and allows us
to make decisions quickly for this unique
project. A s development and leasing
advances, we expect to obtain project
level financing for this development.
In November, we presented to the
public preliminary plans for a second
project, which, together with our initial
project, completes our vision and master
plan for transforming the entire South
Street Seaport District. Designed by
the renowned architectural firm SHoP,
led by principal Greg Pasquarelli, the
proposed second project is expected to
encompass nearly 700,000 square feet of
space and will be fully integrated into the
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East River Esplanade and enhance the
neighborhood connectivity to the water
while preserving and enhancing views.
The project will include a LEED-certified
building with hotel and residential uses,
the replacement of deteriorated wooden
platform piers adjacent to Pier 17, a
complete restoration of the historic Tin
Building into a world-class food market
open to the public seven days a week, and
a marina with public access and a myriad
of maritime activities.
The South Street Seaport District
and Ward Village developments are
urban siblings of our core suburban
master planned community business.
Thoughtful planning, with an emphasis
on sustainability, creates a virtuous
development cycle where one property
type generates demand for other
property types, which attracts more
residents, creates more demand for
development, and so forth. These urban
planned communities, containing retail,
entertainment, residential, office, and
hotel with public open spaces, become
desirable communities where residents
can live, work, learn and play.
CEO SHAREHOLDER LETTER
The Seaport will be highlighted by a 1.5-acre rooftop that
will include an amphitheater that will hold up to 4,000
people for concerts and special events in becoming the
premier boutique entertainment venue in the world.
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CEO SHAREHOLDER LETTER
THE OUTLET COLLECTION AT RIVERWALK
The Outlet Collection at Riverwalk
demonstrates the creativity and tenacity
of our development, leasing, operations
and marketing teams in navigating
complex projects to drive shareholder
value. I discussed the unique attributes
of this project in my 2013 letter. The
development is slated to become the
first upscale urban outlet center in
the United States and will be the first,
new, large-scale retail development in
downtown New Orleans since Hurricane
Katrina hit in 2005. The project
solidifies downtown New Orleans’
resurgence as a retail destination for
residents and tourists alike.
The Outlet Collection is centrally located
in New Orleans’ business and tourist
districts and sits on several long-term
ground leases and easements owned and
controlled by multiple government and
commercial constituencies. Navigating
these complexities, the development team
successfully entitled the project and the
leasing team has executed leases for over
95% of the rentable space. The Outlet
Collection will include marquee tenants
such as Neiman Marcus Last Call Studio,
Forever XXI and Coach.
A view of the interiors of the
Outlet Collection at Riverwalk.
14
This development is a case study which
demonstrates the potential value that
can be created with unconventional and
innovative approaches to development.
In 2010, we took an impairment charge to
write down Riverwalk to its then fair value
of $10 million. Its redevelopment into an
upscale urban outlet center, which will
cost approximately $82 million, will open
in 2014 with approximately $8.5 million
of annual net operating income. Given
the scope of the project, we believe the
stabilized value of this asset will approach
$150 million.
CEO SHAREHOLDER LETTER
Spanish Plaza, The Outlet Collection at Riverwalk.
The Outlet Collection at Riverwalk is located in the heart
of New Orleans’ central business and tourist districts.
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CEO SHAREHOLDER LETTER
TALENT
I have always believed that all companies need two things to
be successful—great assets and great people. We are constantly
looking to add world-class talent that share our values and
commitment. Both Grant and I spend a great deal of time
recruiting top notch talent to our company. As the lifeblood
of any good organization, we have a deep appreciation for the
interconnectivity of people and how important chemistry,
commitment and character are to executing on our vision. We
have embedded in our culture the importance that every current
and future employee share our passion and our values. Below I
have identified some of our key 2013 recruits.
In preparation for the impending operation and management
of our soon-to-be stabilized properties, we hired Sarah Vasquez,
Senior Vice President of Management and Operations, in
February 2013. Sarah’s broad experience managing retail
centers at Westfield provides her with an excellent background
to effectively and efficiently maximize the operations of our
stabilized developments while adhering to and advancing the
latest trends in customer service and sustainability. Sarah’s
electric energy and infectious enthusiasm have already made a
huge imprint in the fabric of our organization. It is almost as if
she started with the company in November of 2010.
In August 2012, we engaged Cornwell Design, an Australian
branding and marketing firm, to develop a brand strategy for
our Ward Village development. The work developed by Steven
Cornwell, CEO and Founder, and his team gave us insight into his
marketing brilliance and showed us the potential impact great
content can have in bringing the vision for our properties to life.
While working with Steve I realized that we needed to develop
our intellectual property in house, and that Steve’s ability to
translate powerful ideas into content would be invaluable to
us in unlocking the potential of the Howard Hughes brand. To
that end, led by Steve Cornwell, we launched the HHC Studio at
the beginning of this year. HHC Studio is our in-house design,
marketing and branding group. Steve relocated his family from
Australia to New York and HHC Studio will be headquartered at
our Seaport offices.
In February of this year we hired Brent Habeck as EVP Strategic
Leasing. Prior to joining our team Brent was directly responsible
for leasing the World Trade Center. In partnership with
Keith Laird – EVP Leasing, Brent will help uncover the many
undiscovered jewels within our portfolio, the results of which
will be shared with you in the coming years.
In March of 2013, we received all of the necessary approvals
to begin the redevelopment of the South Street Seaport. Our
redevelopment efforts began in earnest at the beginning of
October but in the interim, we have been hard at work hiring
the necessary expertise to ensure that the reconstruction and
operation of Pier 17 is in great hands. Phillip St. Pierre joined
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Tim Welbes, Robert Heineman, and Alex Sutton,
accept the Vision Award for Exemplary Leadership
from the Urban Land Institute in Houston.
us as General Manager in March 2013. Previously he was
responsible for managing Century City Mall in Los Angeles,
California. Phillip has already made a valuable contribution,
leading our dynamic SEE/CHANGE programming.
We are actively leasing the Seaport with the help of Jonathan
Lauren – Vice President of Leasing who began working for
us in January 2014. Jonathan has over 25 years of leasing
experience at retail centers such as Century City Mall, Topanga
Mall and Valley Fair, all in California. His knowledge of and key
relationships with national, international and local retailers will
be pivotal as we continue to announce the many outstanding
tenants we believe will be part of this iconic project.
Also in New York, Susi Yu joined us as Senior Vice President of
Development. In this role, she is leading the planning efforts
for the future mixed-use development at the Seaport. Prior to
joining Howard Hughes in August, 2013, Susi served as Senior
Vice President for Forest City Ratner Companies. During her 12year tenure with Forest City Ratner, Susi led the development of
large scale, mixed-use urban projects, including the development
of 8 Spruce Street, a 1.1 million square foot, 896-unit rental
building designed by Frank Gehry, and the development of B2,
the first residential building of Atlantic Yards.
I am pleased that these very talented and accomplished
individuals have joined the deep bench we already have in place.
I expect that these new additions will make their mark in the
coming years and collaborate effectively with our growing family
of employees.
CEO SHAREHOLDER LETTER
The Board of Directors and HHC executives ring the
bell at the New York Stock Exchange in March 2011.
A
LEADING
AMERICAN
COMPANY
FOR
THE
ST
21 CENTURY
The Howard Hughes Corporation has built the foundation for our
future success. Our unique assets have drawn world-class talent
to the company who will create a myriad of future possibilities
to grow our business. First and foremost, however, there is a lot
of work yet to be done to maximize the value of our existing real
estate assets. In 2014, you will see ongoing vertical development
in our largest core assets as they get closer to completion. We will
begin to generate significant stabilized recurring cash flows from
our commercial properties and realize sales proceeds from sales
of condominiums and residential and commercial land.
At The Howard Hughes Corporation, we love real estate, but
our brand is about so much more than bricks and mortar. We
are about creating something great and transformational that
will outlast us. In order to achieve this, I encourage each of
our employees, consultants, and partners to THINK BIG. I am
grateful for the continued confidence and support you have
shown as we continue our mission to create timeless places
and memorable experiences that inspire people while driving
sustainable, long-term growth and value for our shareholders.
Warm Regards,
David R. Weinreb
Chief Executive Officer
17
***
FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES
FORWARD-LOOKING STATEMENTS
Statements made in this letter that are not historical facts, including statements accompanied by
words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “transform” and other
words of similar expression, are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These
statements are based on management’s expectations, estimates, assumptions and projections as of the date
of this letter and are not guarantees of future performance. Actual results may differ materially from those
expressed or implied in these statements. Factors that could cause actual results to differ materially are set
forth as risk factors in our filings with the Securities and Exchange Commission, including its Quarterly
and Annual Reports. We caution you not to place undue reliance on the forward-looking statements
contained in this letter and do not undertake any obligation to publicly update or revise any forwardlooking statements to reflect future events, information or circumstances that arise after the date of this
letter except as required by law.
NON-GAAP FINANCIAL MEASURES
The Company believes that net operating income, or NOI, a non-GAAP financial measure, is a
useful supplemental measure of the performance of our Operating Assets because it provides a
performance measure that, when compared year over year, reflects the revenues and expenses directly
associated with owning and operating real estate properties and the impact on operations from trends in
occupancy rates, rental rates, and operating costs. We define NOI as revenues (rental income, tenant
recoveries and other income) less expenses (real estate taxes, repairs and maintenance, marketing and
other property expenses). NOI also excludes straight line rents and tenant incentives amortization, net
interest expense, depreciation, ground rent, demolition costs, other amortization expenses, and equity in
earnings from our real estate affiliates.
We use NOI to evaluate our operating performance on a property-by-property basis because NOI
allows us to evaluate the impact that factors such as lease structure, lease rates and tenant mix, which vary
by property, have on our operating results, gross margins and investment returns.
Although we believe that NOI provides useful information to the investors about the performance
of our Operating Assets due to the exclusions noted above, NOI should only be used as an alternative
measure of the financial performance of such assets and not as an alternative to GAAP net income (loss).
No reconciliation of projected NOI is included in this letter because we are unable to quantify
certain amounts that would be required to be included in the GAAP measure without unreasonable efforts
and we believe such reconciliations would imply a degree of precision that would be confusing or
misleading to investors.